Group 1 - The company plans to issue A-shares to raise no more than 800 million yuan to enhance its core competitiveness and profitability for sustainable development [1][9] - The company operates under a UDM model, providing smart control components, innovative consumer electronics, health environment products, and automotive electronics, while also offering smart manufacturing solutions for SMEs [1][2] - The company has established a "Big Triangle" strategy to develop international manufacturing bases in Asia (China, Malaysia), Europe (Hungary), and the Americas (Mexico) to enhance global operational capabilities [2][5] Group 2 - The global smart controller market is projected to reach approximately $1.89 trillion in 2023, with an expected growth to about $1.98 trillion in 2024, reflecting a growth rate of 4.9% [2] - The demand for health environment products, such as air purifiers, is increasing due to heightened public health awareness and consumer upgrading trends [3][4] - The company’s development aligns with national policies promoting high-end and intelligent manufacturing, responding to the "14th Five-Year Plan" for smart manufacturing [4][5] Group 3 - The company aims to enhance its international competitiveness by establishing overseas manufacturing bases, which aligns with national strategies for optimizing international production cooperation [5][9] - The funds raised will be allocated to expand the manufacturing base in Malaysia, construct a new base in Mexico, and upgrade the R&D center, thereby improving the company's product matrix and profitability [9][19] - The issuance of A-shares is deemed necessary to increase the company's total assets and net assets, enhancing its financial stability and risk resistance [9][19] Group 4 - The company has accumulated significant technological expertise in smart control components and innovative consumer electronics, focusing on AI algorithm optimization and smart interaction systems [6][7] - The company plans to develop health environment products centered around "sunshine, air, and water," addressing new health demands and expanding its product offerings [7][8] - The company emphasizes R&D investment as a core strategy to drive innovation and maintain a competitive edge in the technology-intensive industry [8][19]

Group 1 - The company, Xiamen Yingqu Technology Co., Ltd., has announced a plan to issue A-shares to specific investors, which was approved during the board meeting held on August 20, 2025 [1] - The relevant announcements and documents regarding the A-share issuance plan were disclosed on August 21, 2025, on the designated information disclosure website [1] - The issuance plan is subject to approval by the shareholders' meeting, review by the Shenzhen Stock Exchange, and registration approval by the China Securities Regulatory Commission [1]

Core Viewpoint - The announcement details the issuance of A-shares by Xiamen Yingqu Technology Co., Ltd. to specific investors, addressing the dilution of immediate returns and outlining measures to compensate for this dilution [1][5]. Financial Impact Analysis - The issuance is projected to increase the total share capital from 77,744.18 million shares to 83,164.23 million shares [3][4]. - The total amount of funds raised from this issuance is estimated at 80,000 million yuan [3]. - The company analyzed three scenarios for net profit attributable to shareholders for 2025: 1. No growth compared to the previous year, resulting in a diluted earnings per share (EPS) of 0.32 yuan [4]. 2. A 10% increase in net profit, leading to a diluted EPS of 0.36 yuan [4]. 3. A 20% increase in net profit, resulting in a diluted EPS of 0.39 yuan [4]. Use of Proceeds - The raised funds will be allocated to the expansion of manufacturing bases in Malaysia and Mexico, production expansion of health environment products, and upgrades to the R&D center [6][9]. - The projects align with the company's existing business and aim to enhance overseas operations, meet customer supply chain demands, and strengthen R&D capabilities [6][8]. Company Strategy - The company is focused on a "Big Triangle" development strategy, establishing synchronized operations across Asia, Europe, and America to enhance its global manufacturing capabilities [6][8]. - The company aims to provide comprehensive smart manufacturing solutions, integrating R&D, production, and supply chain management [6][8]. Management and Technical Preparedness - The company has a stable team of experienced management and technical personnel in the smart manufacturing sector, ensuring effective project implementation [7]. - Significant technological reserves have been built in areas such as embedded software and hardware development, wireless communication, and artificial intelligence [7][8]. Measures to Mitigate Dilution Risk - The company has established a fundraising management system to ensure the proper use of raised funds and to mitigate risks associated with immediate return dilution [9][10]. - Specific measures include strict supervision of fund usage, regular internal audits, and a commitment to enhance shareholder returns through improved profitability [9][10]. Commitment to Shareholder Returns - The company has outlined a three-year dividend plan (2025-2027) to ensure reasonable returns for shareholders [10]. - Commitments from major shareholders and management to not interfere with company operations or harm company interests have been made to protect investor rights [11][12].

Core Viewpoint - The company, Xiamen Yingqu Technology Co., Ltd., plans to issue A-shares to specific investors to enhance capital strength, optimize asset structure, and improve risk resistance for high-quality development [1][2] Group 1: Meeting Decisions - The fifth session of the board's audit committee was held on August 20, 2025, with all three members present, and the proposal for issuing A-shares was unanimously approved [1][2] - The proposal to issue A-shares to specific investors requires approval from the board and shareholders [2] Group 2: Issuance Details - The type of shares to be issued is domestic listed ordinary shares (A-shares) with a par value of RMB 1.00 per share [2] - The issuance will occur at an appropriate time after obtaining approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [2][3] - The issuance price will be determined through a bidding process, with a minimum price set at 80% of the average trading price over the previous 20 trading days [3] Group 3: Investor Eligibility and Subscription - The issuance targets up to 35 specific investors, including securities investment funds, securities companies, trust companies, financial companies, insurance institutional investors, and qualified foreign institutional investors [4] - The issuance does not include the company's controlling shareholders or related parties, ensuring no related party transactions [4] Group 4: Fundraising and Use of Proceeds - The total amount to be raised is capped at RMB 800 million, with the number of shares issued not exceeding 30% of the total shares before the issuance [5] - The net proceeds from the issuance will be used for specific projects, with adjustments made based on the actual amount raised [7][8] Group 5: Lock-up Period and Management - Shares acquired through this issuance will have a lock-up period of six months post-issuance [6] - The company has established a management system for the raised funds, which will be deposited in a designated account [8] Group 6: Additional Provisions - The decision for the issuance is valid for twelve months from the date of approval by the shareholders [9] - The company will not need to prepare a report on the use of previous fundraising as it has been over five years since the last fundraising event [12]

Core Viewpoint - The company plans to issue A-shares to specific investors to enhance capital strength, optimize asset structure, and improve risk resistance for high-quality development [1][2][3] Group 1: Meeting Decisions - The board meeting approved the proposal for the company to issue A-shares to specific investors with a unanimous vote of 9 in favor [1][2] - The proposal will be submitted to the shareholders' meeting for approval, requiring a two-thirds majority of the voting shares present [2][10] Group 2: Issuance Details - The type of shares to be issued is domestic listed ordinary shares (A-shares) with a par value of RMB 1.00 per share [2][3] - The issuance will occur at an appropriate time after obtaining approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [2][3] Group 3: Pricing and Conditions - The issuance price will be determined through a bidding process, not lower than 80% of the average trading price of the company's A-shares over the 20 trading days prior to the pricing date [3][4] - Adjustments to the issuance price will be made if there are any corporate actions such as dividends or stock splits during the pricing period [4][5] Group 4: Target Investors - The issuance will target no more than 35 specific investors, including securities investment funds, securities companies, trust companies, financial companies, insurance institutional investors, and qualified foreign institutional investors [4][5] - The issuance will exclude the company's controlling shareholders and related parties, ensuring no related party transactions occur [5][6] Group 5: Fundraising and Utilization - The total amount to be raised from the issuance will not exceed RMB 800 million, with the number of shares issued calculated based on the final determined price [5][6] - The net proceeds from the issuance will be used for specific projects, with a total investment of RMB 899.77 million planned [7][8] Group 6: Lock-up Period and Management - Shares acquired through this issuance will have a lock-up period of six months post-issuance [6][7] - The company has established a management system for the raised funds, which will be kept in a designated special account [8][9] Group 7: Shareholder Rights and Future Meetings - The retained earnings before the issuance will be shared among new and existing shareholders based on their respective holdings after the issuance [9][10] - A third extraordinary shareholders' meeting is scheduled for September 8, 2025, to further discuss the issuance [15][16]

Core Points - The company has convened a special meeting of independent directors to discuss the issuance of A-shares to specific investors, which has been approved unanimously [1][2][10] - The company is set to issue A-shares with a face value of RMB 1.00 each, and the issuance will occur after obtaining necessary approvals from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [2][3] - The total amount to be raised from this issuance is capped at RMB 80 million, with the number of shares issued not exceeding 30% of the company's total shares prior to the issuance [5][6][8] Issuance Details - The shares will be issued to no more than 35 specific investors, excluding the company's controlling shareholders and related parties [5][6] - The pricing of the shares will be determined through a bidding process, with a minimum price set at 80% of the average trading price over the 20 trading days prior to the pricing date [3][4] - The shares will be subject to a six-month lock-up period post-issuance, during which the investors cannot transfer their shares [6][7] Fund Utilization - The net proceeds from the issuance, after deducting issuance costs, will be allocated to specific projects totaling RMB 89.977 million, with RMB 80 million planned for investment [8][9] - The company will manage the funds in a designated account, ensuring compliance with relevant regulations [9] Governance and Compliance - The independent directors have confirmed that the issuance plan complies with applicable laws and regulations, ensuring no harm to the interests of the company or its shareholders [10][12] - The board has been authorized to handle all matters related to the issuance, streamlining the process for efficiency [13][14]

Meeting Information - The company will hold its third extraordinary general meeting of shareholders on September 8, 2025, at 15:00 in Xiamen [1] - The meeting will allow both on-site and online voting, with specific time slots for each voting method [1][2] Voting Procedures - Shareholders can attend the meeting in person or appoint a proxy to vote on their behalf [2] - Online voting will be available through the Shenzhen Stock Exchange trading system and internet voting system from 9:15 to 15:00 on the meeting day [1][2] Agenda Items - The meeting will discuss several proposals related to the issuance of A-shares to specific investors, including feasibility analysis and measures to mitigate immediate return dilution [3][4] - All proposals require a special resolution, needing approval from over two-thirds of the voting rights represented at the meeting [4] Registration Requirements - Individual shareholders must present their ID for registration, while corporate shareholders need to provide additional documentation [5] - Remote shareholders can register via mail or email, but must present original documents at the meeting [5] Additional Information - The company will disclose the voting results separately for minority investors, defined as those not holding more than 5% of shares [4] - The meeting will be held at the company's innovation industrial park in Xiamen [1]

一、关于公司符合向特定对象发行 A 股股票条件的独立意见 厦门盈趣科技股份有限公司 独立董事关于第五届董事会第十九次会议 相关事项的独立意见 根据《上市公司独立董事管理办法》《深圳证券交易所股票上市规则》《深 圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等法 律、法规、规范性文件以及《厦门盈趣科技股份有限公司章程》《厦门盈趣科技 股份有限公司独立董事制度》等有关规定，我们作为厦门盈趣科技股份有限公司 （以下简称"公司"）的独立董事，认真审阅了公司第五届董事会第十九次会议 审议的议案，并对公司第五届董事会第十九次会议相关事项发表如下独立意见： 经核查，我们认为：根据《中华人民共和国公司法》《中华人民共和国证券 法》《上市公司证券发行注册管理办法》等相关法律、法规及规范性文件的规定， 对照申请向特定对象发行 A 股股票的要求对公司实际情况进行自查后，我们认 为公司符合向特定对象发行 A 股股票的各项资格和条件。因此，我们同意《关 于公司符合向特定对象发行 A 股股票条件的议案》，并同意提交公司股东会审 议。 二、关于公司向特定对象发行 A 股股票方案的独立意见 经核查，我们认为：公司本次向 ...

厦门盈趣科技股份有限公司 独立董事关于是否存在同业竞争及避免同业竞争 三、募投项目实施后不会影响公司独立性 盈趣科技拟申请向特定对象发行 A 股股票募集资金扣除发行费用后，将用 于马来西亚智造基地扩建项目、墨西哥智造基地建设项目、健康环境产品扩产项 目、研发中心升级项目，不涉及新增同业竞争事项。本次募集资金投资实施后， 不会与控股股东、控股股东的股东、实际控制人，以及其控制的其他企业或经济 组织新增构成重大不利影响的同业竞争、显失公平的关联交易，或者严重影响公 司生产经营的独立性。 综上，我们认为，公司与其控股股东万利达工业、控股股东的股东 Malata Holdings Limited、实际控制人吴凯庭以及其控制的其他企业或经济组织不存在同 业竞争的情形；已做出的避免同业竞争的承诺和采取的避免同业竞争措施明确、 具体、可行有效；本次募集资金投资实施后，不会新增同业竞争或严重影响公司 生产经营的独立性；符合《监管规则适用指引——发行类第 6 号》及《上市公司 监管指引第 4 号——上市公司及其相关方承诺》的要求，不存在损害上市公司及 中小股东合法权益的情形。 措施有效性的独立意见 经独立董事审慎核查，公司控股 ...

中国经济网北京8月21日讯盈趣科技（002925）(002925.SZ)昨晚披露向特定对象发行A股股票预案，本 次向特定对象发行A股股票的发行对象为不超过35名符合中国证监会规定条件的特定投资者，包括证券 投资基金管理公司、证券公司、信托公司、财务公司、保险机构投资者、合格境外机构投资者及其他符 合法律法规规定的法人、自然人或其他合格机构投资者。证券投资基金管理公司、证券公司、合格境外 机构投资者、人民币合格境外机构投资者以其管理的两只以上产品认购的，视为一个发行对象。信托公 司作为发行对象，只能以自有资金认购。发行对象均以现金方式认购本次发行的股票。 本次向特定对象发行股票通过竞价方式确定发行价格，本次向特定对象发行股票的定价基准日为发行期 首日。发行价格不低于定价基准日前20个交易日公司A股股票交易均价的80%。 本次向特定对象发行的股票为境内上市人民币普通股(A股)，每股面值人民币1.00元。本次向特定对象 发行的股票将在深交所上市。本次发行股票数量以本次发行募集资金总额除以最终发行价格计算得出 (计算结果出现不足1股的，尾数应向下取整，对于不足1股部分的对价，在认购总价款中自动扣除)，且 发行数量不超 ...